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immediately before or [b] within a 12-consecutive calendar month period, to sell or otherwisedispose of 50 percent or more of the book value of the combined assets of the Company and allSubsidiaries.     [3] For purposes of this definition, “book value” will be established on the basis of thelatest consolidated financial statement the Company filed with the Securities and ExchangeCommission before the date any 12-consecutive calendar month measurement period began.CHANGE IN CONTROL AGREEMENT. Any individual agreement between the Company and a Participantdescribing the effect of a Change in Control on that Participant.COMMITTEE. The Board’s Compensation Committee.COMMON SHARES. The Company’s shares of common stock or any security issued insubstitution, exchange or in place of the Company’s common stock.COMPANY. Bob Evans Farms, Inc., a Delaware corporation, and any successor to it.DISABILITY.     [1] With respect to a Participant who is a party to a Change in Control Agreement, a“disability” as defined in (and subject to the terms of) the Participant’s Change in ControlAgreement, if any; or     [2] With respect all Participants, a Participant’s inability due to illness accident orotherwise to perform his duties for the period of time during which benefits are payable to theParticipant under the Company’s Short-Term Disability Plan, as determined by an independentphysician selected by the Committee and reasonably acceptable to the Participant (or to his or herlegal representative), provided that the Participant does not return to work on a substantiallyfull-time basis within 30 days after the Company notifies the Participant that his employment isbeing terminated because of his or her Disability.GOOD REASON.     [1] With respect to a Participant who is a party to a Change in Control Agreement, “GoodReason” as defined in (and subject to the terms of) the Participant’s Change in Control Agreement;or     [2] With respect to all Participants, any of the following to which the Participant has notconsented in writing and which has not been cured by the Company (or accepted by the Participant)within 30 days after the Participant notifies the Company, in writing, that he or she believes GoodReason has arisen:     [a] Any material breach of this Plan of any nature whatsoever by or in behalf of theCompany or any Related Entity;     [b] A reduction in the Participant’s title, duties, responsibilities or status, ascompared to either [i] the Participant’s title, duties, responsibilities or statusimmediately before the date he or she becomes a Participant or [ii] any enhanced orincreased title, duties, responsibilities or status to which the Participant accedes afterbecoming a Participant;     [c] The assignment to a Participant of duties that are inconsistent with [i] theParticipant’s office immediately before the date he or she became a Participant or [ii] anymore senior office to which the Participant is promoted after becoming a Participant;
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     [d] During any calendar year ending after the date the Participant becomes aParticipant, a 10 percent (or larger) reduction (other than a reduction attributable to anytermination of employment for death, Disability or Cause or for any period the Participantis temporarily absent from active employment) in the highest of [i] the Participant’s totalcash compensation for the preceding calendar year or, if higher, [i] the Participant’s totalcash compensation for the preceding calendar year but [ii] in both cases, determined withoutregard to any amounts described in this Plan;     [e] A requirement that a Participant relocate to a principal office or worksite (oraccept indefinite assignment) to a location more than 50 miles distant from [i] theprincipal office or worksite to which the Participant was assigned immediately before therelocation or [ii] any location to which the Participant agreed to be assigned;     [f] The imposition on a Participant of business travel obligations substantiallygreater than the Participant’s business travel obligations during the preceding 12consecutive calendar months; or     [g] [i] failure to continue in effect any material fringe benefit or compensation plan,retirement or deferred compensation plan, life insurance plan, health and accident plan ordisability plan in which the Participant participated; [ii] modification of any of the plansor programs just described that adversely affects the value of the Participant’s benefitsunder those plans; or [iii] failure to provide the Participant with the same number of paidvacation days to which the Participant was entitled for the immediately preceding calendaryear under the terms of the Employer’s vacation policy or program. However, Good Reason willnot arise under this subsection solely because [iv] the Company terminates or modifies anyprogram solely to comply with applicable law but only to the extent of the change requiredor [v] a plan or benefit program expires under self-executing terms contained in that planor benefit program.OFFICER. Those employees whose compensation is subject to limitation under Code Section 162(m) asof the last day of any calendar year ending with or within any Performance Cycle.PARTICIPATION AGREEMENT. The form that the Committee and each Participant must complete within theperiod described in Section 3.02.PARTICIPANT. Any Officer designated as a Participant under Section 3.01 who has returned acompleted Participation Agreement to the Committee within the period described in Section 3.02.PERFORMANCE CRITERIA. The criteria established by the Committee as of the beginning of eachPerformance Cycle and applied at the end of the same Performance Cycle to determine the portion (ifany) of the Target Bonus payable under this Plan to any Participant.PERFORMANCE CYCLE. The period over which the Committee will apply the Performance Criteria toestablish the portion (if any) of the Target Bonus payable under this Plan to each Participant.PLAN. The Bob Evans Farms, Inc. 2002 Incentive Growth Plan.RELATED ENTITY.     [1] an entity related to the Company by application of Code Sections 414(b) and (c), asmodified by Code Section 415(h) or
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     [2] an affiliated service group [as defined in Code Section 414(m)] or other organizationdescribed in Code Section 414(o) that includes the Company.RETIREMENT.     [1] With respect to a Participant who is a party to a Change inControl Agreement, “Retirement” as defined in (and subject to the terms of) that Participant’sChange in Control Agreement; or     [2] With respect to all Participants, termination of a Participant’s employment at or afterage 55.SUBSIDIARY. Any corporation, partnership or limited liability company in which the Company owns,directly or indirectly, 50 percent or more of the total combined voting power of all classes ofstock of that corporation or of the capital or profits interest of a partnership or limitedliability company.TARGET BONUS. The cash amount that a Participant will receive if he or she fully meets thePerformance Criteria established under Section 4.01 as of the beginning of the Performance Cycle.As determined by the Committee, the bonus paid may be larger or smaller than the Target Bonus tothe extent that Performance Criteria are exceeded or are partially, but not fully, met during aPerformance Cycle. However, no Participant may receive a distribution under this Plan for anyPerformance Cycle that is larger than $2,000,000.SECTION 3.00 — PARTICIPATION1.1 DESIGNATION OF PARTICIPANTS. Subject to Section 3.02, all Officers may participate in thisPlan. The Committee will send each Participant a Participation Agreement specifying [1] theconditions that must be met if he or she is to receive a bonus at the end of the Performance Cycleand [2] the basis on which that amount will be calculated.1.2 CONDITIONS OF PARTICIPATION. An Officer may become a Participant for any Performance Cycle onlyif he or she:     [1] Before the beginning of a Performance Cycle, is designated by the Committee as aParticipant for that Performance Cycle; and     [2] Returns to the Committee a signed Participation Agreement within 60 days after receivingthat form from the Committee.SECTION 4.00 —  ADMINISTRATION1.1 PERFORMANCE CRITERIA.     [1] For each Performance Cycle, the Committee will [a] establish each Participant’s TargetBonus and the extent to which a bonus will be paid if established Performance Criteria are exceededor are partially, but not fully, met, [b] develop the Performance Criteria that will be applied todetermine the portion of the Target Bonus that will be paid at the end of the Performance Cycle and[c] establish the Performance Cycle over which Performance Criteria will be measured.
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     [2] In establishing each Participant’s Performance Criteria, the Committee will consider therelevance of each Participant’s assigned duties and responsibilities to factors that preserve andincrease the Company’s value. These factors will include:     [a] Gross revenues, either throughout the Company or within any specified division orgeographic area;     [b] Net income, either throughout the Company or within any specified division orgeographic area;     [c] Gross sales, either throughout the Company or within any specified division orgeographic area;     [d] Earnings per Common Share;     [e] New products and lines of revenue;     [f] Customer satisfaction, either throughout the Company or within any specifieddivision or geographic area;     [g] Market share;     [h] Developing and managing relationships with regulatory and other governmentalagencies;     [i] Managing claims against the Company or any of its Subsidiaries, includinglitigation;     [j] The Company’s book value or the book value of any designated Subsidiary ordivision;     [k] The trading value of the Common Shares;     [l] Completion of assigned corporate transactions, such as mergers, acquisitions ordivestitures; and     [m] Controlling expenses.     [3] The Committee will make appropriate adjustments to reflect:     [a] The effect on any Performance Criteria of any Common Shares dividend or CommonShares split, recapitalization (including, without limitation, the payment of anextraordinary dividend), merger, consolidation, combination, spin-off, distribution ofassets to stockholders, exchange of shares or similar corporate change. This adjustment tothe Performance Criteria will be made [i] to the extent the Performance Criteria is based onCommon Shares, [ii] as of the effective date of the event and [iii] for the PerformanceCycle in which the event occurs. Also, the Committee will make a similar adjustment to anyportion of a Performance Criteria that is not based on Common Shares but which is affectedby an event having an effect similar to those just described.
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     [b] A substantive change in a Participant’s job description or assigned duties andresponsibilities.     [4] Performance Criteria will be established and communicated to each affected Participant ina Participation Agreement no later than the earlier of:     [a] 90 days after the beginning of the applicable Performance Cycle; or     [b] The expiration of 25 percent of the applicable Performance Cycle.1.2 CERTIFICATION. As of the end of each Performance Cycle, the Committee will certify to the Boardthe extent to which each Participant has or has not met his or her Performance Criteria and theportion (if any) of the Target Bonus that is to be paid to each Participant.1.3 ADMINISTRATION. The Committee is responsible for administering the Plan. In addition to theduties described elsewhere in this Plan, the Committee, by majority action, may [1] prescribe,amend and rescind rules and regulations relating to the Plan; [2] provide for conditions deemednecessary or advisable to protect the interests of the Company; and [3] interpret the Plan andsupply any missing terms needed to administer the Plan. Determinations, interpretations or otheractions made or taken by the Committee under the provisions of this document will be final, bindingand conclusive for all purposes and upon all persons.SECTION 5.00 —  EFFECT OF TERMINATION OF EMPLOYMENT DURING PERFORMANCE CYCLE; CHANGE IN CONTROL1.1 EFFECT OF TERMINATION OF EMPLOYMENT DURING PERFORMANCE CYCLE FOR REASONS OTHER THAN RETIREMENT,DEATH, DISABILITY, GOOD REASON OR WITHOUT CAUSE. Except as provided in Sections 5.02 and 5.03 andunder any Participant’s Change in Control Agreement, a Participant who terminates employment beforethe end of a Performance Cycle will forfeit all right to receive any amount under this Plan.However, in all cases a terminated Participant will receive any amounts earned during anyPerformance Cycle that ended before his or her termination (e.g., if the Committee has not thenvalued or distributed amounts earned during a Performance Cycle that ended before the Participantterminated).1.2 EFFECT OF RETIREMENT, DEATH, DISABILITY, TERMINATION FOR GOOD REASON OR TERMINATION WITHOUTCAUSE DURING PERFORMANCE CYCLE. Except as provided in a Participant’s Change in Control Agreement,a Participant who Retires, dies or becomes Disabled during a Performance Cycle or is terminated bythe Company without Cause or terminates employment voluntarily for Good Reason will receive aprorated distribution at the end of the Performance Cycle during which he or she Retired, died,became Disabled, is terminated without Cause or terminates for Good Reason. The amount of thisdistribution will be calculated at the end of the Performance Cycle by applying the followingprocedure:     [1] As of the end of the Performance Cycle during which the affected Participant Retired,died, became Disabled is terminated without Cause or terminates for Good Reason, the Committee willapply the Performance Criteria to measure the portion of the Target Bonus to be distributed. Thiscalculation will be made in the manner described in Section 4.02 and will be made as if theRetired, deceased, Disabled or terminated Participant had remained actively employed throughout thePerformance Cycle.
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     [2] The Committee then will multiply the amount produced under Section 5.02[1] by a fraction,the numerator of which is the number of whole calendar months during which the Retired, deceased,Disabled or terminated Participant was actively employed during the Performance Cycle and thedenominator of which is the number of whole calendar months in the Performance Cycle.     [3] Then, the Committee will direct the Company to distribute the amount calculated in theform and at the time described in Section 6.00 to, as appropriate, the Retired, Disabled orterminated Participant or to the beneficiary of the deceased Participant.1.3 CHANGE IN CONTROL. Subject to the terms of any Change in Control Agreement, if, within 36months after a Change in Control:     [1] With respect to all Participants, the Plan is terminated and not replaced with a similarprogram providing comparable benefits and features; or     [2] With respect to a Participant who is a party to a Change in Control Agreement, an eventoccurs that generates a change in control payment under that Participant’s Change in ControlAgreement, within 30 days after an event described in Section 5.03[1] or [2], the Company will distribute toeach affected Participant their Target Bonus for the year in which the Change in Control occurs.This distribution will be made whether or not the Performance Criteria for that period have beenmet and whether or not the pending Performance Cycle has been completed.1.4 EFFECT OF CODE SECTION 280G. Subject to a Participant’s Change in Control Agreement, if the sumof the payments described in this section and those provided under all other plans, programs oragreements between the Participant and the Company or any Subsidiary constitutes an “excessparachute payment” as defined in Code Section 280G(b)(1), the Company will either:     [1] Reimburse the Participant for the amount of any excise tax due under Code Section 4999(but not for any income taxes or additional excise taxes associated with this initial payment), ifthis procedure provides the affected Participant with an after-tax amount that is larger than theafter-tax amount produced under Section 5.04[2]; or     [2] Reduce the amounts paid to the Participant under this Plan so that his or her total“parachute payment” as defined in Code Section 280G(b)(2)(A) under this and all other plans,programs or agreements between the Participant and the Company or Subsidiary will be $1.00 lessthan the amount that would be an “excess parachute payment,” if this procedure provides theParticipant with an after-tax amount that is larger than the after-tax amount produced underSection 5.04[1].SECTION 6.00 — FORM AND TIME OF DISTRIBUTION1.1 DISTRIBUTION. Subject to Sections 6.02 and 8.04, the amount determined by applying theprocedures described in Sections 4.00 and 5.00 will be distributed in a single lump sum cashpayment no later than 90 days after the end of the applicable Performance Cycle.1.2 DEFERRAL OF DISTRIBUTION. Each Participant may direct the Company to defer all or any portionof his or her Plan distribution by electing to have that amount [1] credited to his or her accountunder any nonqualified deferred compensation plan [as defined in Section 201(2) of the EmployeeRetirement Income Security Act of 1974, as amended] maintained by the Company and designated by theCommittee or any successor plan and [2] distributed under theterms of that plan. This election mustbe
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made in the Participation Agreement that relates to the Performance Cycle during which the deferredamount may be earned. Once filed, this election will be irrevocable.SECTION 7.00 — AMENDMENT, MODIFICATION AND TERMINATION OF PLANThe Board or the Committee may terminate, suspend or amend the Plan at any time without stockholderapproval except to the extent prohibited under the terms of the Participant’s Change in ControlAgreement or to the extent that stockholder approval is required to satisfy applicable requirementsimposed by [1] applicable requirements of the Code or [2] any securities exchange on which theCompany’s securities are listed. Also, no Plan amendment may, without the consent of the affectedParticipant, adversely affect his or her ability to earn any Target Bonus for which PerformanceCriteria were established before the amendment, modification or termination of the Plan.SECTION 8.00 — MISCELLANEOUS PROVISIONS1.1 ASSIGNABILITY. Except as provided in Section 8.02, no Participant may transfer, alienate,pledge, hypothecate, transfer or otherwise assign his or her rights to receive a distribution underthe Plan to any other person and any attempt to do so will be void.1.2 BENEFICIARY DESIGNATION. Each Participant may from time to time name any beneficiary orbeneficiaries (who may be named contingently or successively) to whom any amount under the Planwill be paid as provided in Section 5.00. Each designation must be made on a form acceptable to theCommittee and will be effective only after it is delivered to the Committee. In the absence of anybeneficiary designation, amounts remaining unpaid at the Participant’s death will be paid to thedeceased Participant’s surviving spouse, if any, or otherwise to his or her estate. The Participant(and his or her beneficiary) and not the Company or the Committee is responsible for keeping theCommittee apprised of the beneficiary’s address. Also, neither the Company nor the Committee isrequired to search for any beneficiary beyond sending a registered letter to the beneficiary at thelatest address given to it by the Participant or beneficiary. Any amount otherwise payable to abeneficiary whom the Committee cannot locate at this address will be forfeited. However, if, withinone year of the Participant’s death, the beneficiary files a claim and establishes that he or she is the deceased Participant’s beneficiary,the Committee will direct the Company to pay (and the Company will pay) any amount that was payableat the death of the Participant. However, no amount will be paid representing the time value of thedelayed distribution. If this claim is not filed within one year of the Participant’s death, theamount will be forfeited irrevocably.1.3 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan will interfere with or limitin any way the right of the Company or any Subsidiary to terminate any Participant’s employment atany time, nor confer upon any Participant any right to continue in the employ of the Company or anySubsidiary. Also, [1] receipt of a Target Bonus for any Performance Cycle is no guarantee that aParticipant will receive a similar (or any) Target Bonus for any subsequent Performance Cycle and[2] establishment of Performance Criteria for any Performance Cycle is no guarantee that identicalor similar criteria will be established for any subsequent Performance Cycle.1.4 TAX WITHHOLDING. Before distributing any amount under the Plan, the Company will withhold anamount sufficient to satisfy federal, state and local income and employment tax withholdingrequirements imposed on the amount of any distribution under the Plan.1.5 INDEMNIFICATION. Each person who is or has been a member of the Committee or of the Board willbe indemnified and held harmless by the Company against and from any loss, cost, liability orexpense that may be imposed upon or reasonably incurred by him or her in connection with orresulting
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from any claim, action, suit or proceeding to which he or she may be made a party or in which he orshe may be involved by reason of any action taken or failure to act under the Plan and against andfrom any and all amounts paid by him or her in settlement thereof, with the Company’s approval, orpaid by him or her in satisfaction of any judgment in any such action, suit or proceeding againsthim or her, provided he or she gives the Company an opportunity, at its own expense, to handle anddefend the same before he or she undertakes to handle and defend it on his or her own behalf. Theforegoing right of indemnification is not exclusive and is independent of any other rights ofindemnification to which such persons may be entitled under the Company’s Code of Regulations, bycontract, as a matter of law or otherwise.1.6 NO LIMITATION ON COMPENSATION. Nothing in the Plan is to be construed to limit the right of theCompany to establish other plans or to pay compensation to its employees, in cash or property, in amanner not expressly authorized under this document.1.7 GOVERNING LAW. The Plan, and all agreements under it, will be construed in accordance with andgoverned by the laws of the State of Ohio.1.8 RESOLUTION OF DISPUTES.     [1] Any controversy of claim arising out of, or relating to, this Plan (other than thosearising under Section 5.00 with respect to a Participant who is a party to a Change in ControlAgreement when the controversy or claim arises) will be settled by arbitration in the city in whichthe Participant’s principal place of employment with the Company is located or another place theParticipant and the Company mutually select immediately before the arbitration. The arbitrationwill be conducted in accordance with the Rules of the American Arbitration Association, andjudgement on the award rendered by the arbitrator or arbitrators may be entered in any court ofcompetent jurisdiction.     [2] If the Company refuses or otherwise fails to make a payment when due and it is ultimatelydecided that the Participant is entitled to that payment, the payment will be increased to reflectan interest equivalent for the period of delay, calculated at the prime rate quoted in the WallStreet Journal and in effect as of the date the payment was first due.     [3] The costs of arbitration will be borne solely by the person by which they are incurred.     [4] Any controversy or claim arising out of, or relating to, any matter within Section 5.03will:     [a] With respect to a Participant who is a party to a Change in Control Agreement whenthe controversy or claim arose, be resolved under the terms of the Participant’s Change inControl Agreement; or     [b] With respect to a Participant who is not a party to a Change in Control Agreementwhen the controversy or claim arose, will be resolved as otherwise provided in this section.1.9 TERM OF PLAN. The Plan will be effective upon its adoption by the Committee, subject toapproval by the Board and approval by the affirmative vote of the holders of a majority of theshares of voting stock present in person or represented by proxy at the first annual meeting ofstockholders occurring after the Board approves the Plan.
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1.10 RELATIONSHIP TO CHANGE IN CONTROL AGREEMENT. Regardless of any implication to the contrary,the Company intends that:     [1] Any Target Bonus paid or payable through this Plan will be a “bonus” for purposes of anyParticipant’s Change in Control Agreement;     [2] If any term, condition or feature of this Plan relates to an item that also is dealt within the Participant’s Change in Control Agreement, [a] the terms of the Change in Control Agreementwill apply if those terms provide the Participant a larger benefit than otherwise would have beengenerated under the terms of the Plan, without regard to this section or [b] the terms of this Plan(other than Section 5.04) will apply if those terms provide the Participant a larger benefit thanwould have been generated under the terms of the Change in Control Agreement; and     [3] Any Target Benefit that is payable subject to a Participant’s Change in Control Agreementas described in Section 5.03 will be deemed to have been paid through and subject to theParticipant’s Change in Control Agreement.
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